Once Upon a Summer
by Metron99
Summary: AU. Ben discovers a "New Feature" to the Omnitrix while at the same time, Gwen realises her feelings for a new friend. GwenxOC [Set during the Original Series]


**Ben 10 copyright Man of Action/Cartoon Network  
**

* * *

**[Colorado, USA]**

**[2006]**

It was about noontime.

it was a clear sunny day at the forest clearing where the Tennyson RV (dubbed "The Rust Bucket" was parked.)

Grandpa Max was at a grill, cooking up hotdogs and burger patties.  
Gwen was sitting on a lawnchair nearby, looking into the screen of her laptop.  
Ben was (as usual) fiddling around with the Omnitrix.

Gwen looked up from her computer and grumbled.

"**BEN**, Stop messing around with that thing!" snapped the girl

"Aww, Come On, Gwen.  
i'm BORED, i've had No One to fight for WEEKS!"

Gwen scowled at her cousin.

"you say that like it's a Bad Thing."

Both Ben and Gwen cast dirty looking glares at one another.

"dweeb."  
"doofus." said Ben and Gwen in unison

At that moment..the RV door opened.  
the two young tennysons looked..and, saw a boy about their age exit.

he looked almost like Ben.  
only his hair was 'cleaner', a darker shade of brown.  
and, he had ocean blue eyes, rather than emerald green ones.

"Alex..you're awake." said Max, friendly as ever

Alex looked up at the sky..then, back at the Tennysons.

"s-sorry, mister tennyson."

"hey, don't worry about it.  
you seemed pretty tired last night, so i let you sleep in."

Alex smiled sheepishly.

"thank you, mister tennyson."

Max smiled as he approached Alex and, gently patted him on his shoulder.

"Alex..we've been on the road together for a good number of weeks: call me MAX."

"uhh..o-okay."

Alex began to walk forward..when Max spoke again.

"Just out of curiosity..  
exactly what were you doing last night that left you so exhausted?"

Ben gulped hard at this, choking a bit.

"i, uhh..was with BEN." answered Alex

"you were?"

"Yeah, I..wanted to explore the last town we were in.  
Gwen was busy with her 'college applications', so..she didn't have time.

but, Ben was nice enough to take me."

Gwen looked Ben..who had a 'guilty' look on his face.

"well..that was certainly nice of you, Ben." said Max

Ben smiled a WIDE smile.

"No P-Problem, Grandpa!  
you know me: i'm ALWAYS willing to help."

Gwen scoffed at this.

"hmph!, not exactly YOUR idea of "helping."

Max touched his chin as he thought for a moment.

"hmm..Well, since the two of you are getting along so well why don't you go fetch some firewood together so we can have ourselves a campfire tonight."

"SURE!"  
"No Problem."

Ben grabbed Alex arm and, practicly jerked him off as the two ran into the woods.

Gwen watched this, suspicious.

**[The Woods]**

Ben and Alex were in a small area of the forest  
looking around and gathering stick that looked 'firewood material'.

as they worked, Ben stopped and looked at Alex.

"hey, uhh..thanks for not telling on me, man."

Alex eyed Ben..then, exhaled softly.

"i'm Ten, not Four.  
Besides..i'd rather just forget the whole thing happened in the first place."

"yeah..i guess.  
but, you gotta admit: it was Pretty Cool."

Alex grimaced.

"not really My Idea of 'excitment', Ben."

Alex looked back at Ben..and, saw he was fiddling with the Omnitrix.

"What are you doing?"

"ehh, this is taking Too Long.  
i think that if i go Diamondhead, we can get some REAL firewood in record time!"

Alex cast a glare at his friend.

"**BEN**..you know you're only suppose to use that thing during an emergency.  
like when a Crime is occuring, or if villains and monsters are attacking.

**NOT** to make a simple chore easier."

Ben smirked at Alex.

"Geez, your starting to sound like Gwen..and, THAT'S Scary."

"Then, maybe you should start listening to us.  
she may be a tad bossy, but she also responsible, an-"

"SHEESH, if you're gonna agree with her on everything  
then, why don't you just Marry Her!: "_Mister Gwen Tennyson_."

Alex's face blushed bright red at this.

Ben continued to fiddle with the Omnitrix.

"stupid watch.."

Ben pressed the green 'activation button' rapidly  
but, for some reason, the center cylinder refused to pop up.

"**COME ON!**"

Alex sighed at this.

"Don't force it, Ben..HERE, let me."

Ben then pressed the button down and, held it down for a good long while.

the center cylinder finally popped up.  
the omnitrix itself began to make a strange sound.

but, Ben ignored it.

"Finally!"

Ben saw a familiar image on the faceplate.

"going diamondhead."

Ben slammed the cylinder down.  
but, to Ben's surpise..he didn't transform.

instead, the Omnitrix shot a bright green energy stream which hit Alex (who was right in front of him.)

"HEY!, What Th-!?"

Alex body flashed bright green.  
when Ben's vision returned..he immediatly froze at what he saw.

"Alex" looked at Ben, confused at his 'stunned' expression.

"What's Wrong?, you look like you've seen a-Huh!?"

Alex realised that his voice was different (WAY Different)  
he also noticed that he seemed "taller" than normal.

"What's going on-"

Alex looked at his hands..all FOUR of them.

"_**HOLY COW!**_" Exclaimed Ben

"Your _FOURARMS!_"

Alex has indeed become "Fourarms"  
one of Ben's many Alien Forms.

"How..is this possible!?" said Alex/Fourarms

Ben began to panic as he looked at the Omnitrix (which was now RED.)

"I..I don't know!  
this has Never happened before.

I mean..**I'M** suppose to Go Hero!  
not make other people go hero."

"_**CHANGE ME BACK!**_" demanded Fourarms

"I Can't!, i don't know how."

"You What!?"

"I've never had to change back to Ben WILLINGLY!  
i usually have to wait until the watch times out."

"But, i'm not **WEARING** the Omnitrix!"

"no duh." said Ben, sarcasticly

Fourarms cast a glare at Ben.

"n-no worries, man.  
if the Omnitrix did this to you..then, it'll probably Undo it."

Ben looks back at the Omnitrix..and, sees that it's Still Red.

"(Deep Sigh) juuust as soon as it Recharges."

Fourarms grumbled.

"i told you not to fiddle around with that thing.."

"HEY, try and look at the bright side." said Ben, "trying" to be supportive

"What bright side?"

"Well..you're Fourarms!, one of my Best Alien Heroes!"

Ben then scowled.

"of course i **DID** select Diamondhead at the time.."

Fourarms exhaled sharply.

"Alright, FINE..i'll try and be positive."

Fourarms looks at his hands again.

"at least with these extra limbs i can bring back Twice as much firewood back to camp."

"HA!, See!?  
just like i told ya!" exclaimed Ben

Suddenly, a powerful shockwave knocked both Ben and Fourarms down.  
as they got up, they saw that most of the trees in the area were now splinters.

and, a REALLY big alien in a mechanical suit was approaching them.

"_**VULKANUS!?**_" exclaimed Ben in shock

"you mean that brute that you fought with the galactic enforcers?"

Ben nodded quickly.

"YEP.. the SAME."

Vulkanus approached 'Four Arms'  
shaking the ground with each hard step he took.

"tennyson.."

Vulkanus faced Four Arms, looking down at him.

"You an' I have a SCORE to settle."

"Hey-Hey, WAIT!  
i'm **NOT** a Tennyson!" said Four Arms

Vulkanus laughed at this.

"Do i LOOK Stupid!?"

"dude, does he Really want us to answer that?!" muttered Ben

"I know that _BEN TENNYSON_ is the keeper of the Omnitrix and changing shirts Ain't gonna fool me."

Vulkanus then reeled his robotic arm back and, punched Four Arms HARD in the chest..sending him flying a few feet thru the air.

"**ALEX!**" exclaimed Ben

Vulkanus ignored Ben and approached Four Arms (who was struggling to get up.)  
Four Arms looked and saw Vulkanus staring down at him.

"NOW, i'll Finally make you **PAY** for all the times you botched up my plans, Tennyson!"

Vulkanus raised his robotic leg up and stomped it down hard.  
BUT, Four Arms grabbed his foot just as it came down..gripping it hard.

"okay..i'm **DONE** being polite." grumbled Four Arms/Alex

Four Arms glared at Vulkanus, gritting his grinding teeth.

"you wanna go a few rounds with 'Big Red?'

Four Arms suddenly flung Vulkanus HIGH up into the air.

"Then, LET'S **GOOOOOO!**" shouted Four Arms

"_**YAAAAAAAAAAAAAHHHH!**_"

Vulkanas landed HARD on the ground, sending dust flying.  
Four Arms punched both his upper and lower fists into his hands, yelling aggressivly.

Ben smiled at this.

"AWE-HA-SOME!" said Ben

Vulkanus rose up from the ground..and, smirked.

"heh..finally."

Vulkanus charged after Four Arms..who just stood in a defensive stance

Vulkanus threw a punch, which Four Arms blocked with his two left arms  
then, counter with a strong 'double-punch' from both right arms.

Vulkanus was knocked back..but, maintained his balance.  
he then roared as he charged forward again, this time with both arms up.

Four Arms blocked Vulkanus with his upper arms as Vulkanus arms came down upon him as Volkanus struggled against his fow, Four Arms punched him HARD in the gut with his free lower arms.

This (yet again) knocked Vulkanus back.

the Armored Brute eyed Four Arms..and, chuckled.

"not bad.." said Vulkanus

"you've changed your fighting tactics since we last met, Tennyson!"

"I am **NOT** Tennyson!" snapped Four Arms

Four Arms then cracked all four of his knuckles, scowling.

"but, that won't stop me from kicking your butt."

"Cool!" said Ben, enjoying every moment of this

"**_BEN!_**" shouted a voice

Ben looked and saw Granpa Max and Gwen running towards him.

"What's going on!?  
we felt the tremors from th-"

at that moment, Max and Gwen saw "Four Arms" and Vulkanus duking it out.

"Is that Vulkanus..and, _**FOUR ARMS!?**_" exclaimed Gwen

"uhh..Yeah, funny story." began Ben, nervous

Max stared down at his Grandson sternly.

"Explainations Ben..**NOW**."

Ben exhaled sharply.

"O-Okay..here it goes: the Watch has been acting 'glitchy', lately.  
i keep pressing the activation button, but the dial won't pop up for me to go alien.

so, i kept pressing it..over and over, again until, it finally popped up and let me use the dial.

but, when i slapped it down..it shot this 'weird beam'  
that hit Alex by mistake and made him go Four Arms!"

Max pondered this.

"Hmm..interesting."

"Ah, this stupid thing must be Busted, again!" complained Ben

"OR, it's a new function that you discovered by accident..as usual." said Gwen

"_**RAAAAAHH!**_"

the Tennysons saw Four Arms knocked Vulkanus down.  
he then stomped HARD on his chestplate, pinning him down.

"So..do you give up?!  
or, do i have to 'smack you around' some more!?"

Vulkanus spat out at Four Arms.

"**Frag** **YOU!**"

Four Arms shrugged.

"Have it YOU'RE WAY."

at that moment, the Omnitrix red hourglass symbol beeped and flashed.

"uh-oh.." said Ben

at that moment, Four Arms body flashed bright red.  
Vulkanus looked up..and, saw a Ten Year Old Human standing atop him.

Alex gulped hard, blushing.  
grinning sheepishly, he put his hands behind his back and stepped back a bit.

"so, uhh..no hard feelings about _'smacking you around'_, huh?"

Vulkanus scowled at Alex.  
he then snatched him as he stood up.

gripping the small human in his massive hand he lightly squeezed him, making Alex groan painfully.

"_**ALEX!**_" exclaimed Gwen, scared

Gwen glared at Ben.

"**DO SOMETHING, DOOFUS!**"

The Omnitrix then beeped, the symbol now bright green.

"ALRIGHT!, we're in the Green.  
time to Go hero an-"

"_**GAAAHH!**_"

Alex cried out as Vulkanus slowly crushed his body with his mechanical hand.

"**THERE'S NO TIME!**, Vulkanus is _**KILLING**_ Alex!" snapped Gwen

Gwen gripped Ben's shirt, glaring angrily at him.

"how did you transform Alex before..**TELL ME!**"

Ben was shocked and confused at Gwen's sudden anger.

"I, uhh.."

"_**AAAHH!**_"

"**NOW, BEN!**"

"Uh-I just pressed and held the 'start-up' button down.  
then, the dial popped up and the watch made a funny noise."

Gwen forecfully grabbed Ben's arm, aiming it at Alex.

"**HEY!**"

Gwen pressed and held the green button down.  
sure enough, the center cylinder of the Omnitrix popped up.

The Omnitrix made the 'Strange Noise' again.

Gwen the touched the dial and quickly spun it around  
seconds later, she slapped it down on whatever alien was selected.

the Omnitrix glowed and fired a green energy beam.  
the beam hit Alex, whose body immediatly flashed bright green on contact.

then the light faded..Vulkanus was now holding a humanoid  
whose body was Molten Rock, Magma and Fire.

"Alex" looked at himself.

"Heatblast?.."

Heatblast/Alex then grinned.

"alright."

Heatblast charged his magma fists with swirling fireballs  
he then shot twin streams of fire at Vulkanus..which each detonated in his face.

Vulkanus released Heatblast as he gripped his face.  
Heatblast landed effortlessly on the ground, then eyed Vulkanus.

Vulkanus chuckled cruely.

"nice TRY..but, your Pyronite Form is USELESS against me.  
my species are highly resistant to Extreme Heat of all kinds.

Why do you think that some people pronounce my name as: "**VOLCANUS!?**"

Heatblast eyed Vulkanus..then, got an idea.

"**YOU** may be Fire Proof..but, i'm betting that you're suit ISN'T."

Heatblast then balled his hands into fists.  
flames emitted from them, which slowly formed into what looked like 'sword blades'

"whoooaa.." said Ben, amazed

"i didn't know i could do THAT."

Heatblast gripped his 'flame swords' in a backwards grip.  
he then leapt up and Double Slashed at Vulkanus chestplate.

as he dropped down..he saw that he only left minor clefts and scorch marks.

"HA!, you think i am a fool!?  
my Battle Armor Exo-Suit is ALSO designed to resist Extreme Heat!"

Heatblast just eyed Vulkanus.

"resistant.." began Heatblast whose swords grew bigger as their heat Intensified.

"but, **NOT**..Immune."

Max immediatly got an idea of what was going to happen.

"kids..we'd better get back."

"B-But, Grandpa-"

"**NOW**."

Max held onto his grandkid's sholders as they backstepped further away.  
Vulkanus growled loudly as he reached for Heatblast.

but, swung his now 'White Hot' fire blades at Vulkanus wrist..slicing it CLEAN OFF.

"_**WHAT!?**_" exclaimed Vulkanus looking at the now melted end of his robotic limb

Heatblast's flame swords then faded away.  
his body then burned with large flames.

the fire was so hot, that even Max could feel the heat (and, it felt WORSE than the Saharah.)

Heatblast then shot a massive stream of fire at Vulkanus.  
one so powerful, it blinded everyone..and, sent Vulkanus flying several miles thru the air.

Heatblast fell to his knees..exhausted.  
as his flames eventually grew weaker, allowing the others to approach.

Heatblast looked around and saw that a Large Portion of the area  
was now nothing just charred and barren ground of dirt, rock and ash black tree stumps.

"uhh..that'll all grow back, right?" said Heatblast

Max just grinned.  
at that moment, Heatblast's body flashed red..and, reverted back to Alex.

"whoa..freaky." said Alex, looking at his hands

at that moment, Gwen hugged Alex tightly.

"**YOU'RE ALRIGHT!**"

Alex blushed bright red.

"uhh..y-yeah."

"Come on, son..let's get back to the rustbucket.  
we may need to find a New Place to make camp." said Max

"Are you **SERIOUS!?**" exclaimed Ben

"Alex totally kicked Vulkanus butt!, both as Four Arms **AND** as Heatblast  
i don't know about You, but I think Vulkanus will think **TWICE** before messing with Us, again."

"Ben, WAIT." began Alex

"You're Grandpa's right: Vulkanus **MAY** come back here  
and, i **DO NOT** think he'll be alone next time.

the smart thing for us to do is just Keep Moving.  
they're are OTHER nice camping spots in Colorado."

Alex then looked around and exhaled.

"besides..i pretty much destroyed THIS part enough, already."

"Then, it's settled: Back in the Rustbucket." said Max

Ben groaned.

"aw, man."

**[Later That Night, At Another Forest]**

Both Ben, Gwen and Alex were sitting on a log around a campfire near the Rustbucket RV.

Granpa Max soon came out with a pan of "food".

"Okay..i've fixed an old family recipe."

both Ben and Gwen cringed at this.  
as Max laid the pan down over the fire, Alex stared at it.

"are those..'things' suppose to be moving like that?"

Max grinned.

"heh-heh, i like to make 'em _FRESH_."

Alex exhaled, then sat back down.

"hey..you okay?" asked Max

"If it's the food..i understand.  
but, give it awhile, and you'll get used to-"

"It's..n-not the food."

"It Isn't?"  
"_**IT ISN'T!?**_" said Gwen and Ben in union

Alex shook his head.

"no..it's not.  
i..just have my mind on Other Things."

Max looked at him.

"is it about what happened today?"

"no..i mean: yes.  
I MEAN..(groan) i don't know."

Max could tell that something was wrong with Alex.

"Alex..if something's bothering you, just tell us."

Alex looked down, a depressed look on his face.  
he finally exhaled sharply, raising his head up to look at Max.

"When you started this 'Trip' with Ben and Gwen..you planned out everything, didn't you.  
the Destinations, the Roads Taken, the Sights, Landmarks, Everything."

Max smiled.

"well..m-more or less."

"But,** OTHER** things happened during you're trip that **WASN'T** according to plan." continued Alex

"Ben finding the Omnitrix, Gwen's 'Magic Powers'  
and, you coming out of retirement as a "plumber."

Max shrugged.

"we..have had our share of surprises.  
but, i like to think that it makes the trip more 'memorable."

"yeah, well..here's Another thing that didn't happen according to plan: **ME**."

the Tennysons looked at Alex, worried about his "attitude."

"Summer Vacation can't last forever.." continued Alex, glumly

"and, When it's all over..and, you all return to Bellwood.

Ben will still have the Omnitrix.  
Gwen will still have her powers.  
and, You will still be a Retired Plumber.

but, what..about ME?, where will i be?

this whole trip has Always been about All of You..i'm just the 'tag-along."  
i don't have a Home OR a Family to go back to once this is all over."

"Alex-"

"So, where will I be once Summer ends?.." continued Alex, now thinking out-loud

"Back on the Streets where you all found me?  
or, WORSE: left behind in some Foster Home where i'll be Forgotten."

"That **WON'T** Happen!" said Gwen

Alex looked at the redhead..who looked at him with Soft, Gentle eyes.

"we won't let it." said Gwen, softly

"Gwen's RIGHT, Alex." began Max

Alex looked at the older Tennyson.

"I may not know Everything that's going to happen before this trip is over..  
but, i know One Thing for certain: we are **NOT** going to abandon you, Alex."

Alex looked at Max.

"then..what?  
what's gonna happen to me?"

Max paused..unsure what to say.

"WELL?"

Max exhaled sharply.

"i don't know..i'll think of something.  
maybe i can find a nice family in Bellwood."

"Adoption!?, Pthh!  
my chances of **THAT** ever happening ended when i turned Eight."

Ben smirked.

"he could always live with GWEN..he sure seems to like he-GAAHH!"

Alex gently slapped Ben behind his head.

"shuttit!" said Alex thru gritted teeth

"Well, Ya' DO!  
sometimes i hear you go: "_Gweeeen..**GWEEEEEN!**_" in your sleep."

"He What?" said Gwen

Alex was now blushing bright red.

"Man, if i didn't know any better, i say you have a-"

"**ALRIGHT, FINE!**" shouted Alex, suddenly

"You want the Truth?. then **HERE. IT. IS.**  
I, Alex _'Whatever-My-Surname-Was'_..have a CRUSH on you're cousin: GWENDOLYN TENNYSON!"

Gwen froze still, blushing bright red.

"There..Ya' Happy!?" snapped Alex

Ben was speechless.

"uhhh.."

"Oh, Forget It!" snapped Alex as he stood up

"If there is **ANY** bright side me being sepperated from the Tennysons come Summer's End  
it's that i'll NEVER AGAIN have to deal with your Arrogance and Immaturity, **BENJAMIN TENNYSON!**"

Alex then stormed off angrily growling and muttering to himself as he disappeared into the woods.

after a good few minutes..Ben spoke up.

"heh-heh..MAN.  
he really DOES act just like you, Gwen.

maybe the two of you SHOULD get married  
and, have little 'Dweeb Babies', HA! HAA!"

Gwen ignored Ben's Smart-Alec Remark.  
she just stood up and silently walked off to where Alex was going.

Ben snickered to himself.

"betcha their gonna be smooching now..heh-heh, **GROSS!**"

Max then took ahold of his pan.

"Well..food's done."

Max took a dipper and, scooped up what looked like 'insect larva' and 'squid tentacles'

he poured large quantities onto Ben's plate.

"Eat Up, ben..their Nutritious!"

Ben looked at his "food" and immediatly turned pale.

"ughh..but, THIS is "Grosser."

**[Meanwhile, Elsewhere]**

Alex was marching angrily down the woods  
heading Further and Further away from camp, and Deeper into the darkness.

he didn't care..he was too busy Fuming to be scared.

"stupid ben and his stupid jokes and stupid..**STUPIDITY!**" grumbled Alex

"i don't know what makes **HIM** such a 'great hero'.

everytime he goes Alien, he gets Beat-Up most of the time!  
I only went Alien Twice and handle Vulkanus JUST FINE.

**GRRR!**, Ben isn't even a Real Hero!  
he doesn't do what he does because it's "The Right Thing To Do."  
he does it to be Famous and get Thrills, he's nothing but a Shallow Jerk!"

Alex foot suddenly gets caught in an uproot.  
he tripped and falls down on the ground.

in anger, he growls Loudly thru his teeth.

but..his anger eventually subsides  
and, he becomes calmer as he turns and lays flat on his back.

"oh, what am i doing?" said Alex softly

"I can't be mad at Ben..he's just who he is."

Alex then sat up, looking down.

"HE isn't what's been bothering me..it was nev-"

Alex's eyes became moist, tears forming.  
unable to hold it in any longer..he broke down and cried.

"(sob, choke) why?..why didn't she want me."

"Alex?"

Alex looked up and saw Gwen approach.

"G-Gwen!"

Alex immediatly felt embarassed.  
Both at his earlier rage-fueled 'confession'  
and, the fact that he was just now crying his eyes out.

Gwen, however..was just concerned.

"are..are you okay?"

Alex darted his eyes, unsure what to do.

"uhhh..."

Gwen approached him.  
she bent down before him and looked right into his eyes.

Gwen then pulled a cloth from her pocket.

"here..let me."

Gwen began to wipe the tears from Alex's eyes and cheeks.  
Alex just close his eyes shut, letting Gwen clean him up.

"cheer up.." began Gwen, softly

"you know how Ben gets-"

"it's..n-not him."

Gwen looked at Alex.

"then, what?"

Alex opened his eyes and looked at Gwen.  
he sighed sharply, looking down.

"i've..been having bad dreams, lately."

"about what?"

"something..that happened a long time ago."

"w-what do you mean?"

Alex inhaled deeply..then, finally exhaled.

"i..never knew my father.  
but, i **DO** remember my mother."

"you DO!?"

"yes..Long Dark Hair, Blue Eyes, she was beautiful."

Alex paused for a moment, smiling weakly.

"i..i remember her telling me..that she loved me."

Alex then frowned.

"but..when i turned Three  
she took me on a Road Trip..she said it was a surprise.

I got out..and, she..she-"

Alex stopped, feelings the tears returning.

"she left you." said Gwen, stunned

Alex didn't answer..he just cried.  
Gwen took him into an embrace and hugged him tightly.

"oh, alex..i am So Sorry."

"i..i had to make it on my own since then.  
i still don't know WHY she abandoned me!

was it..s-something i did?!  
or..did she even love me at all?"

Alex cried some more.

"is..is this why you're so worried about summer being over?  
you look at me, my cousin and grandpa as family..and, you're afraid of being abandoned, again."

Alex continued to cry.

"i don't want to be alone..not anymore."

"you **WON'T**..i promise." said Gwen

"you..promise?"

Gwen nodded.

"i swear to you, Alex..we will **NEVER** abandon you."

Gwen then parted from Alex and looked right at him.

"now, tell **ME** something.." began Gwen

"when you told Ben that you have a Crush on me..did you mean it?"

Alex froze, staring blankly at Gwen.

"Alex?.."

Alex exhaled sharply, seeing No Way out of this.

"every word." replied Alex

Gwen stared at him.

"i'm sorry, gwen: but, i really **DO** like you.  
i can't help it..your just so smart, funny and..p-pretty."

"that's okay."

Alex looked at Gwen.

"i-it IS?"

"yes..truth is: I like you, too.  
you're not Vain, Selfish or Arrogant..your Humble, Polite and Kindhearted."

Gwen then touched Alex chin.

"you're..my kinda guy."

Gwen kissed Alex on the cheek.  
Alex smiled wide, blushing bright red..then, he fainted.

Gwen smiled at him.

"Best. Summer. **EVER**."

* * *

**Author Note: This is sorta a Prequel to my previous Ben 10 Oneshot "Emotionless"**  
**which took place in the 'Ben 10: Alien Force' Time Period**  
**(though, THIS is set in the Past, and as such The Original 'Ben 10' Series)**

**I immediatly clarify this as an Alternate Ben 10 Timeline**  
**in which an abandoned "orphan" joined the Tennysons**  
**on their Cross-Country Summer Vacation Road Trip.**

**Alex is of course an OC, but one that is meant to be liked**  
**and, to be a possible romantic interest for Gwen**  
**(a sort of 'What If..Gwen had a Boyfriend when she was Ten')**

**On this Oneshot, i also introduce a "New Function" for the Omnitrix.**  
**one that i based on a Glitch/Malfuction as seen on the CGI Movie: "Ben 10: Destroy All Aliens"**

**In which the Omnitrix can transform OTHERS into Aliens, and not just the Wearer/User.**  
**and, I think i was also pretty clever in how to use the feature, while keeping it a secret**

**knowing Azmuth, he wouldn't want the wrong people to figure out how to use this feature**  
**(and, by "Wrong People" i mostly mean VILGAX.)**

**and, besides..who else but a child would Hold Down a button**  
**rather than simply pressing it and expect something to happen?!**


End file.
